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Section 1: SC 13G

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

(Amendment No. )*

 

Rexford Industrial Realty, Inc
(Name of Issuer)
 
5.625% Series C Preferred Stock
(Title of Class of Securities)

 

  76169C407  
  (CUSIP Number)  
 
September 20, 2019
(Date of Event Which Requires Filing of This Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

  o Rule 13d-1(b)
     
  x Rule 13d-1(c)
     
  o Rule 13d-1(d)

 

 

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 Page 1 of 8 pages  
 

 

CUSIP No.  76169C407
1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Tishman Capital Partners Managed Income Fund LLC

83-4090285

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

 

 

(a) x 

(b) o 

3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH REPORTING

PERSON WITH:

5

SOLE VOTING POWER

 

 

6

SHARED VOTING POWER

 

813,170

7

SOLE DISPOSITIVE POWER

 

 

8

SHARED DISPOSITIVE POWER

 

813,170

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

813,170

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)

 

o 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

24.4%

12

TYPE OF REPORTING PERSON (see instructions)

 

OO

 

 Page 2 of 8 pages  
 

 

CUSIP No.  76169C407
1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

NexWave Capital Partners LLC (d/b/a Tishman Capital Partners)
26-3885395

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

 

 

(a) x 

(b) o

3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH REPORTING

PERSON WITH:

5

SOLE VOTING POWER

 

     

6

SHARED VOTING POWER

 

813,170

7

SOLE DISPOSITIVE POWER

 

     

8

SHARED DISPOSITIVE POWER

 

813,170

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

813,170

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)

 

 o 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

24.4%

12

TYPE OF REPORTING PERSON (see instructions)

 

IA

 

 Page 3 of 8 pages  
 

 

CUSIP No.  76169C407
1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Charles Song

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

 

 

(a) x 

(b) o

3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

USA

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH REPORTING

PERSON WITH:

5

SOLE VOTING POWER

 

     

6

SHARED VOTING POWER

 

813,170

7

SOLE DISPOSITIVE POWER

 

     

8

SHARED DISPOSITIVE POWER

 

813,170

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

813,170

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)

 

o

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

24.4%

12

TYPE OF REPORTING PERSON (see instructions)

 

IN

 

 Page 4 of 8 pages  
 

 

Item 1(a). Name of Issuer:
   
   Rexford Industrial Realty, Inc
   
Item 1(b). Address of Issuer’s Principal Executive Offices:
   
  

11620 Wilshire Blvd., 10th Floor

Los Angeles, CA 90025

   
Item 2(a). Name of Person Filing:
   
   Tishman Capital Partners Managed Income Fund LLC
   
Item 2(b). Address of Principal Business Office or, if none, Residence:
     
  

100 Park Avenue, 18th Floor

New York, NY 10017

   
Item 2(c). Citizenship:
   
   USA
   
Item 2(d). Title of Class of Securities:
   
   5.625% Series C Preferred Stock
   
Item 2(e). CUSIP Number:  76169C407

 

 Page 5 of 8 pages  
 

 

Item 3. If this Statement is filed pursuant to 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
  (a)  o Broker or dealer registered under Section 15 of the Act;
  (b)  o Bank as defined in Section 3(a)(6) of the Act;
  (c)  o Insurance company as defined in Section 3(a)(19) of the Act;
  (d)  o Investment company registered under Section 8 of the Investment Company Act of 1940;
  (e)  o An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
  (f)  o An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
  (g)  o A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
  (h)  o A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
  (i)  o A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940;
  (j)  o A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J);
  (k)  o Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution:      

 

Item 4. Ownership.
  Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
   (a) Amount Beneficially Owned: 813,170   
   (b) Percent of Class: 24.4%
   (c) Number of shares as to which such person has:
      (i) sole power to vote or to direct the vote:         
      (ii) shared power to vote or to direct the vote: 813,170   
      (iii) sole power to dispose or to direct the disposition of:         
      (iv) shared power to dispose or to direct the disposition of: 813,170   

 

 Page 6 of 8 pages  
 

 

Item 5. Ownership of Five Percent or Less of a Class.
   
   If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following o.
   
 Item 6. Ownership of More than Five Percent on Behalf of Another Person.
   
   Not applicable.
   
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.
   
   Not applicable.
   
Item 8. Identification and Classification of Members of the Group.
   
   Not applicable.
   
Item 9. Notice of Dissolution of Group.
   
   Not applicable.
   
Item 10. Certification.
   
   By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of and do not have the effect of changing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having such purpose or effect for the time being.

 

 Page 7 of 8 pages  
 

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

  TISHMAN CAPITAL PARTNERS MANAGED
INCOME FUND LLC
   
Date: March 11, 2020 By: NexWave Capital Partners GP LLC,
as Trading Manager
 
       
       
  By:  /s/ Angela DeRose  
   

Name: Angela DeRose

Title: Executive Vice President

 

 

 

Page 8 of 8 pages

 

 

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